Mar 31, 2014
The Members,
SUNRAJ DIAMOND EXPORTS LIMITED
The Directors'' have pleasure in presenting their Twenty Fourth Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March, 2014.
FINANCIAL RESULTS: (STANDALONE)
(Amount in Rs )
31st March, 31st March,
2014 2013
Profit before Depreciation
and Interest 1,69,93,984 1,85,24,293
Less: Depreciation 13,44,221 11,81,120
Interest & Financial
Expenses 1,26,94,107 140,38,328 85,48,817 97,29,937
Profit before Tax 29,55,656 87,94,356
Less: Provision for
Taxation 7,88,000 29,84,000
Deferred Tax 1,68,138 9,56,138 149,510 31,33,510
Profit for the year 19,99,518 56,60,846
Add/(Less):
Appropriation
- Provision of earlier
years w/off (69,468) (74,604)
- Proposed Dividend - (53,30,400)
-Dividend Distribution
Tax - (8,64,725)
- Trf.to Reserves - (1,39,656)
Add:Surplus brought
forward from previous
year 245,78,011 2,53,26,551
Balance Carried to
Balance Sheet 2,65,08,061 2,45,78,011
FINANCIAL RESULTS: (CONSOLIDATED)
(Amount in Rs)
31st March, 31st March,
2014 2013
Profit before Depreciation
and Interest 1,79,52,112 2,90,32,340
Less: Depreciation 13,44,221 11,81,120
Interest & Financial
Expenses 1,26,94,107 140,38,328 85,48,817 97,29,937
Profit before Tax 39,13,784 1,93,02,403
Less: Provision for
Taxation 7,88,000 29,84,000
Deferred Tax 1,68,138 9,56,138 149,510 31,33,510
Profit for the year 29,57,646 1,61,68,893
Add/(Less):
Appropriation
- Provision of earlier
years w/off (69,468) (74,604)
- Proposed Dividend - (53,30,400)
- Dividend Distribution
Tax - (8,64,725)
- Trf.to Reserves - (1,39,656)
Add: Surplus brought
forward from previous
year 3,50,86,058 2,53,26,551
Balance Carried to
Balance Sheet 3,79,74,236 3,50,86,058
DIVIDEND:
During the preceding 3 years the company witnessed growth and a solid
customer base with regular orders. The prolonged dip in the global
economy, coupled with high prices of raw materials have been
detrimental to the growth prospects of the company in the completed
financial year. Uncertain events in some countries along with a highly
volatile currency has prompted the company to adopt a conservative
approach in the short term. With a view to conserving the resources of
your company, your Directors have decided not to recommend Dividend for
the year.
OPERATIONS:
Your Company has recorded a turnover of ^ 3936.49 lacs during the year
under review as opposed to ^ 5073.37 lacs in the previous year. After
the first quarter of the financial year the economy saw a very volatile
currency and slowdown in orders due to the high prices of raw
materials. This in turn affected the production and prices of finished
goods. The company was quick to recognize the slowdown and reduced the
supplies of finished goods in line with the market trends, resulting in
a dip in turnover, but a healthier performance. The company took an
aggressive step in reducing debt thereby improving the overall
performance.
UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION &
PROTECTION FUND)
Pursuant to Section 205A read with Section 205C of the Companies Act,
1956, unclaimed dividend which remains unpaid for a period of seven
years shall be transferred to Investor Education & Protection Fund.
Accordingly, the Company is not yet required to transfer unclaimed
dividend to the said fund.
It may be noted that upon the transfer of dividend to Investor
Education & Protection Fund, members lose their right to claim such
dividend. Therefore Members are requested to claim the amount of
Unpaid/unclaimed dividend for the year 2010-2011 onwards.
SUBSIDIARY COMPANIES
Your Company has incorporated a wholly owned foreign subsidiary Company
in Dubai at the Dubai Multi Commodities Centre (DMCC), UAE in the name
of SUNRAJ DIAMONDS DMCC. The above subsidiary company has started it''s
business operations in the year under review.
CONSOLIDATED FINANCIAL STATEMENT
Sunraj group has reported a consolidated revenue of Rs.39.36 crores for
the financial year ended on 31st March, 2014, consolidated profit
before tax stood at X 39.14 Lacs and consolidated Profit after tax
stood at X 28.88 Lacs. In accordance with the Accounting Standard AS-21
on Consolidated Financial Statement read with Accounting Standard AS-23
on Accounting for investment in Associates, your Directors provide the
Consolidated Audited Financial Statement in the Annual Report.
However, in accordance with the general Circular No. 2/2011 dated 8th
February, 2011, issued by the Ministry of Corporate affairs, Government
of India, the Balance Sheet, Profit and Loss account and other
documents of the subsidiary Company are not being attached with balance
sheet of the Company. However the financial information of the
subsidiary company is disclosed in the Annual Report in compliance with
the said circular. Your Company will make available the said annual
accounts and other related information of the subsidiary company upon
request of any member of the Company or its subsidiary company and same
will also be kept open for inspection by any member at the registered
office of the Company and subsidiary company.
DIRECTORATE:
In accordance with Article 109 of the Articles of Association of the
Company, Mr. Nirav Shah retires by rotation but being eligible, offers
himself for re-appointment.
In line with the provisions of Section 149 and other applicable
provisions of the Companies Act, 2013, Mr. Jimit Shah and Mr. Hargovind
Shah, Directors of the Company, are being appointed as Independent
Directors for five consecutive years from the date of the ensuing
Annual General Meeting. Mrs. Gandhi has been appointed as an
Additional Director of the Company pursuant to the provisions of
Section 161 of the Companies Act, 2013 and Article 109 of the Articles
of Association of the Company. Her appointment will also fulfill the
requirement of having a woman Director on the Board of Directors under
the Companies Act, 2013. She will hold the office upto the date of the
forthcoming Annual General Meeting and being eligible, offers herself
for being appointed as a Director of the Company, liable to retire by
rotation.
Necessary resolution for the appointment / re-appointment of the
aforesaid Directors have been included in the notice convening the
ensuing AGM and requisite details have been provided in the explanatory
statement of the Notice. Yours Directors commend their appointment/
re-appointment. All the Directors of the Company have confirmed that
they are not disqualified from being appointed as Directors in terms of
Section 164(2) of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in the annexure to the Report.
PARTICULARS OF EMPLOYEES:
The Company does not have any employee covered under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 and therefore, this information
has not been furnished as part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March, 31st 2014 and of the Company for the period
1st April, 2013 to 31st March, 2014.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounts records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange
a Management Discussion and Analysis, Corporate Governance Report and
Auditors'' Certificate regarding compliance of conditions of Corporate
Governance form part of this Report.
AUDITORS:
M/s. Bhupendra Shroff & Co., Chartered Accountants, who are the
Statutory Auditors of the Company, hold office upto the conclusion of
the ensuing Annual General Meeting. Pursuant to the provisions of
Section 139 of the Companies Act, 2013 and the rules made thereunder,
the Board recommends the re-appointment of M/s. Bhupendra Shroff & Co.,
as auditors of the Company. If re- appointed, they will hold office
from the conclusion of the current AGM to the conclusion of the
following AGM.
ACKNOWLEDGEMENTS:
The Directors acknowledge the co-operation and assistance received from
the Banks and various Government agencies both Central and State.
The Directors wish to place on record their sincere appreciation of the
contribution made by the employees at all levels of the organizations
who have greatly contributed to the results.
For and on behalf of the Board of Directors
Place : Mumbai, SUNNY GANDHI NIRAV SHAH
Dated : 14th August, 2014 Executive Director Executive Director
Mar 31, 2013
To, The Members of SUNRAJ DIAMOND EXPORTS LIMITED
The Directors'' have pleasure in presenting their Twenty Third Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March, 2013.
FINANCIAL RESULTS:
STANDALONE
March 31,2013 March 31,2012
Profit before depre
ciation and interest 18,524,293 22,031,990
Less: Depre ciation 11,81,120 10,49,836
Interest & Finan cial
Expenses 85,48,817 97,29,937 77,17.030
Profit before Tax 8,794,356
Less: Provi sion for
Taxa tion 2,984,000 4,366.925
Defe rred Tax 149,510 3,133,510 163,532
Profit for the year 5,660,846
Add / (Less): Appro
pria tion
Pro vision of
earlier years w/off (74,604) -
- Pro posed
Divi dend (5,330,400) (5.330,400)
- Divi dend Distri
bution Tax (864,725) (864,725)
- Trf. to Rese rves (139,656) (6,409,385) (218,367)
(139,656) (6.409.385)
Add: Surplus brought
forward from 25,326,551 25,326,551 23,005.376
previous year -
Balance Carried to
Balance Sheet 24,578,012
CONSOLIDATED
March 31,2013
Profit before depre
ciation and interest 29,041,819
Less: Depre ciation 11,81,120
Interest & Finan cial
Expenses 85,48,817 97,29,937
87.66,866
Profit before Tax 13,265.124 19,311,882
Less: Provi sion for
Taxa tion 2,984,000
Defe rred Tax 149,510 3,133,510
Profit for the year 8,734.667 16,178,372
Add / (Less):
Appro pria tion
Pro vision of
earlier years w/off (74,604)
- Pro posed
Divi dend (5,330,400)
- Divi dend Distri
bution Tax (864,725)
- Trf. to Rese rves (139,656) (6,409,385)
(6,413,492)
Add: Surplus brought
forward from 23,005.376 25,326,551 25,326,551
previous year -
Balance Carried to
Balance Sheet 25,326,551 35,095,538
DIVIDEND:
Considering the Company''s performance, your Directors have recommended
for approval of the shareholders a dividend ofRs. 1/-per Equity Share.
(Previous Year Rs. 1/-per Equity Share). The total cash outgo on account
of dividend for the year 2012-13 works out to Rs. 61.95 Lakhs including
the Dividend Distribution Tax. The dividend subject to its declaration
will be distributed to the shareholders, whose names appear on the
Register of Members as on 30th September, 2013.
OPERATIONS:
Your company has recorded a turnover of X 50.73 cores during the year
under review. The beginning of the financial year saw strong demand for
Polished Diamonds in the local and international markets. The local
market performed much better than previous years with substantial
growth being recorded as opposed to exports.
The weakening currency played a major factor in determining the course
of business activities through the financial year. The cost of Imports
of Rough Diamonds rose substantially, as a result of which the raw
material became more expensive. The effect of the currency translated
into the local market seeing robust trading activity and therefore
being able to procure Polished Diamonds at cheaper prices in dollar
terms. This caused the company to reduce its manufacturing activity
marginally and opt for local purchases towards the end of the financial
year. The availability of Polished Diamonds at cheaper prices in the
local market also translated in more profits being made on exports to
our regular clients.
Order books being firm and growing over the years, our clients seemed
to have retained faith in our abilities, and commitments to carry
forward the ties have been displayed across various sizes and qualities
of Polished Diamonds. The company continues to strive to move towards
an in-house manufacturing base, however the current market conditions
are such where the board feels that the outsourcing model still
outweighs the fixed cost regime. In order to conserve resources through
the difficult times ahead the board has decided to postpone the plan of
setting up a manufacturing facility and try and remain as liquid as
possible.
UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION &
PROTECTION FUNDI
Pursuant to Section 205A read with Section 205C of the Companies Act,
1956, unclaimed dividend which remains unpaid for a period of seven
years shall be transferred to Investor Education & Protection Fund.
Accordingly, the Company is not yet required to transfer unclaimed
dividend to the said fund.
It may be noted that upon the transfer of dividend to Investor
Education & Protection Fund, members lose their right to claim such
dividend. Therefore Members are requested to claim the amount of
Unpaid/unclaimed dividend fortheyear2010-2011 onwards.
SUBSIDIARY COMPANIES
Your Company has incorporated a wholly owned foreign subsidiary Company
in Dubai at the Dubai Multi Commodities Centre (DMCC), UAE in the name
of SUNRAJ DIAMONDS DMCC. The above subsidiary company has started it''s
business operations in the year under review.
CONSOLIDATED FINANCIAL STATEMENT
Sunraj group has reported a consolidated revenue of Rs. 65.82 crores for
the financial year ended on 31st March, 2013, Consolidated profit
before tax stood atRs. 1.93 crores and consolidated Profit after tax
stood at Rs. 1.61 Crores. There are no consolidated figures available for
the previous year as the subsidiary company has started it''s business
operations only from January 2013. In accordance with the Accounting
Standard AS-21 on Consolidated Financial Statement read with Accounting
Standard AS-23 on Accounting for investment in Associates, your
Directors provide the Consolidated Audited Financial Statement in the
Annual Report.
However, in accordance with the general circular No. 2/2011 dated 8th
Feb, 2011, issued by the Ministry of Corporate affairs, Government of
India, the Balance Sheet, Profit and Loss account and other documents
of the subsidiary company are not being attached with balance sheet of
the Company. However the financial information of the subsidiary
company is disclosed in the Annual Report in compliance with the said
circular. Your Company will make available the said annual accounts and
other related information of the subsidiary company upon request of any
member of the Company or its subsidiary company and same will also be
kept open for inspection by any member at the registered office of the
Company and subsidiary company.
DIRECTORATE:
In accordance with Article 109 of the Articles of Association of the
Company, Mr. Sunil Gandhi and Mr. Hargovind Shah retire by rotation but
being eligible, offers themselves for re-appointment.
PARTICULARS OF EMPLOYESS.
The Company does not have any employee covered under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 and therefore, this information
has not been furnished as part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
I) In the preparation of the annual accounts, the applicable accounting
standards have bee followed;
ii) Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March, 31st 2013 and of the Company for the period
1st April, 2012 to 31st March, 2013.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounts records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv)The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange
a Management Discussion and Analysis, Corporate Governance Report and
Auditors'' Certificate regarding compliance of conditions of Corporate
Governance form part of this Report.
AUDITORS:
Shareholders are requested to appoint Auditors to hold office from the
conclusion of this Meeting until the conclusion of the next Annual
General Meeting. The retiring Auditors, M/s Bhupendra Shroff &Co.,
being eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS:
The Directors acknowledge the co-operation and assistance received from
the Banks and various Government agencies both Central and State.
The Directors wish to place on record their sincere appreciation of the
contribution made by the employees at all levels of the organizations
who have greatly contributed to the results.
For and on behalf of the Board of Directors
SUNNY GANDHI NIRAVSHAH
Executive Director Executive Director
Place: Mumbai,
Dated: 29thJune, 2013
Mar 31, 2010
The Directors have pleasure in presenting their Twentieth Annual
Report together with the Audited Statement of Accounts of the Company
for the year ended 31st March, 2010.
FINANCIAL RESULTS: 31st March, 2010 31st March, 2009
Profit before Depreciation
and Interest 45,53,943 20,64,862
Less: Depreciation 841,674 7,08,619
Interest & Financial
Expenses 18,83,646 27,25,320 13,05,183 20,13,802
Profit before Tax 18,28,623 51,060
Less: Provision for
Taxation 375,000 1,25,000
Deferred Tax 140,297 37,950
Fringe Benefit Tax - 515,297 92,141 2,55,091
Profit for the year 13,13,326 (2,04,031)
Add/(Less): Provision
of earlier years w/off (23,360) 1,21,342
Add: Surplus brought
forward from previous
year 1,96,95,613 1,97,78,302
Balance Carried to
Balance Sheet 2,09,85,580 1,96,95,613
DIVIDEND:
With a view to conserving the resources, your Directors have decided
not to recommend Dividend for the year.
OPERATIONS:
During the year under review the Company has recorded a turnover of Rs.
3,430.01 Lacs. Due to resurgence in Demand for Diamonds, the company
has managed to capitalize on the opportunities available during the
financial year. Reviving old accounts of Clients who were cautious
during the recession, company has seen Sales increase substantially as
prices were extremely competitive and trade was robust. The company is
continuing its aggressive approach towards maintaining a steady level
of growth for the year ahead.
DIRECTORATE:
In accordance with Article 109 of the Articles of Association of the
Company, Mr. Nirav Shah retires by rotation but being eligible, offers
himself for re-appointment.
Mr. Jimit Shah was appointed as Additional Director of the Company on
5th March, 2010. By virtue of the provisions of Section 260 of the
Companies Act, 1956 he shall hold office only upto the conclusion of
this Annual General Meeting. The Company has received Notices in
writing from members of the Company proposing his candidature for the
office of Director in accordance with Section 257 of the Companies Act,
1956.
The Directors recommend his appointment as Director liable to retire by
rotation.
Mr. Rishi Mehra, Director resigned from the Board on 5th March, 2010.
Your Directors wish to place on record their appreciation for the
services rendered by Mr. Rishi Mehra during his tenure as Director of
the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information pursuant to Section 217(1) (e) of the Companies Act, 1956
read with the Companies (Disclosure of particulars in the Report of
Board of Directors) Rules, 1988 is given in the annexure to the Report.
PARTICULARS OF EMPLOYEES:
The Company does not have any employee covered under the provisions of
Section 217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 and therefore, this information
has not been furnished as part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
i) In the preparation of the annual accounts, the applicable accounting
standards have been followed;
ii) Appropriate accounting policies have been selected and applied
consistently, and judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March, 31st 2010 and of the Company for the period
1st April, 2009 to 31st March, 2010.
iii) Proper and sufficient care has been taken for the maintenance of
adequate accounts records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) The annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange
a Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of conditions of Corporate
Governance form part of this Report.
AUDITORS:
Shareholders are requested to appoint Auditors to hold office from the
conclusion of this Meeting until the conclusion of the next Annual
General Meeting. The retiring Auditors, M/s Bhupendra Shroff & Co.,
being eligible, offer themselves for re-appointment.
ACKNOWLEDGEMENTS:
The Directors acknowledge the co-operation and assistance received from
the Banks and various Government agencies both Central and State.
The Directors wish to place on record their sincere appreciation of the
contribution made by the employees at all levels of the organizations
who have greatly contributed to the results.
For and on behalf of the Board of Directors
Place : Mumbai, S. S. GANDHI NIRAV SHAH
Dated : 19th August, 2010 Executive Director Executive Director